Expertise

We provide corporate advice to listed and private companies, institutions and not-for-profit organisations. Our advice is clear, well-articulated and commercial.

We advise on:

• Selection and structuring of corporate vehicles, including companies, trusts, partnerships and joint ventures
• Incorporation of entities and associated documentation
• Constitutions and shareholders’ agreements
• Capital raisings
• Corporations Act and ASX Listing Rules
• Internal capital management initiatives such as buy-backs and capital reductions

Key Contacts: Kerry Morrow, Jessica Teoh and Kieren Shattock

We work with boards, management and legal teams across a range of different types of enterprises providing pragmatic tailored advice on corporate governance matters.

We advise on:

• Directors’ duties and liabilities, including conflicts
• Deeds of indemnity and D&O insurance
• ASX Corporate Governance Principles and Recommendations
• Governance policies, charters and manuals
• Training and compliance programs
• Director and shareholder meetings

Key Contacts: Philip Laity, Kerry Morrow, Jessica Teoh and Kieren Shattock

We assist clients with all aspects of mergers and acquisitions. We are skilled, accessible and responsive. Our mergers and acquisitions service is value for money and facilitates effective and efficient outcomes.

We advise on:

• Mergers, acquisitions and divestments
• Structuring and restructuring
• Joint ventures and shareholder and partnership arrangements
• Acquisition financing
• Trade sales, placements, management buy outs and IPOs
• Foreign investment proposals and FIRB advice
• Regulatory advice and liaison with bodies, including ASIC and ASX

We are valued by our clients for our practical and hands-on approach. We act as a sounding board for our clients throughout the entire sale process and we work collaboratively with other professional advisers.

Key Contacts: Philip Laity, Kerry Morrow, Jessica Teoh and Kieren Shattock

Our lawyers have years of experience advising on innovative and significant projects. We advise both government and the private sector in relation to the delivery of capital projects across many industries, including electricity, gas, water, rail, ports, mining and urban renewal. We also advise on major property projects, including commercial, industrial, retail and residential developments, retirement villages and community housing.

We understand the need to manage and allocate project risks and to structure projects and key contracts to facilitate external funding and to ensure that projects are delivered on budget and on time.

Our work includes:

• Project contracts, including alliances, PPPs and related delivery methods
• Privatisations
• Outsourcing
• Project funding (debt and equity raising)
• Joint ventures
• Procurement

We also regularly act as local agents for national and international law firms without a South Australian presence in relation to the South Australian law aspects of infrastructure and property projects.

Key Contacts: Philip Laity, Kate Lyttle, Ben Hughes, Anita Caruso and Daniel Harris

We ensure that both ‘routine’ and complicated property and conveyancing matters are managed effectively and efficiently. Our senior lawyers, together with our senior conveyancer, have decades of experience with South Australian property and conveyancing matters.

We advise on:

• Sale and purchase of real property, including due diligence and Form 1 Statements
• Property construction and development
• Specialist property arrangements, including community title schemes, retirement villages, community housing and residential parks
• Land subdivision and development approvals
• Caveats, easements and encumbrances
• All aspects of retail and commercial leasing
• Property enforcement and the impact of insolvency on property (and owners)
• Stamp duty and land tax

We also regularly act as local agents for national and international law firms without a South Australian presence in relation to the South Australian law aspects of property and conveyancing matters.

Key Contacts: Philip Laity, Kate Lyttle, Anita Caruso and Jenny Raymond

Our lawyers combine technical legal understanding and commercial acumen to assist clients to pragmatically address ‘front-end’ risks in commercial construction projects. We provide clear and practical advice across traditional contracting models, such as construct-only and design and construct (D&C), as well as relationship-based models, such as early contractor involvement (ECI) agreements. We assist clients to effectively manage multiple stakeholders, including relationships with government authorities.

Our work includes:

• Tender preparation and advice
• Preparing and reviewing construction contracts
• Advising on subcontracting arrangements
• Structuring and funding of project consortiums
• Drafting joint venture, alliance and management agreements

We work with government, contractors, sub-contractors, developers and project managers to guide client construction projects through to completion.

Key Contacts: Kate Lyttle, Philip Laity, Ben Hughes and Daniel Harris

Our lawyers have many years of experience advising clients on both major projects and transactions and operational matters across the energy, oil and gas, mining, utilities and renewables sectors. We advise on all aspects of energy, resources and renewables projects, including finance, acquisitions and disposals, project development and delivery, construction, procurement, sales and marketing, joint ventures, regulation and operations.

Our team’s mix of corporate, commercial, project and regulatory experience enables us to advise on the entire lifecycle of these projects.

We advise on:

• Oil and gas infrastructure arrangements, farm-ins and farm-outs, gas sales and transportation agreements, joint ventures and strategic alliances and regulatory requirements for oil and gas entities
• Wind farms, solar and battery projects, renewable energy schemes, major contracting arrangements and regulatory requirements within the renewable energy sector
• Water, electricity and other utility infrastructure projects, major contracting arrangements and regulatory requirements for utilities entities
• Project financing, mergers and acquisitions and material contracting arrangements within the resources sector

Key Contacts: Ben Hughes, Kate Lyttle and Jessica Teoh

We have decades of experience advising private clients and State Government agencies on government projects in South Australia.

Our work includes advising on:

• Major property and infrastructure projects, including PPPs and alliances
• Grant funding arrangements
• Legislative amendments and policy
• Contracts with Government

We have exceptional working relationships with the South Australian Crown Solicitors’ Office and its lawyers and also strong working relationships with other South Australian Government agencies. We have a clear understanding of South Australian Government requirements, policies, procedures and processes.

Key Contacts: Philip Laity, Kate Lyttle and Ben Hughes

We advise several key stakeholders in relation to a number of Australia’s largest and most complex defence projects being delivered at Osborne in South Australia. 

Defence is a key industry within South Australia, with major defence companies headquartered or with significant operations in South Australia and numerous South Australian enterprises providing goods and services to the industry.

Our lawyers have developed a deep understanding of the requirements of our clients and their relationships with other participants in the defence industry, through advising clients in both the private and government sectors and by spending time on secondment or in-house with them.

Key Contacts: Philip Laity, Kate Lyttle and Ben Hughes

Our lawyers have unique experience with, and a sound understanding of the key legal risks in, negotiating and documenting satellite and broader space industry transactions. Our clients value the pragmatic strategic legal advice we provide in connection with often complex and innovative satellite and space industry services.

Our work includes advising on:

• Satellite construction and services agreements, including launch and operations
• Space industry research collaborations
• Government funding arrangements in connection with satellite and space industry services

Combined with our extensive experience advising on South Australian and Commonwealth Government projects, contracts and funding, and our work in the defence sector, we are well placed to facilitate our clients’ satellite transactions and their contractual relationships with other participants in the space industry.

Key Contact: Kerry Morrow

Our lawyers understand the challenges faced by innovation entities and we provide industry targeted legal advice. We assist entities from start-up through to spin-out, commercialisation and ASX listing.

We assist private and listed entities, and the university sector, with a broad range of intellectual property and IT matters.

We advise on:

• Commercialisation, including acquisition, management and disposal of equity investments
• Management, protection and exploitation of IP, including licensing, acquisition and disposal
• Sales and purchases of companies, businesses and specific assets
• Research and collaboration arrangements, including participation in CRCs
• Raising of funds via seed capital raisings, IPOs, placements and rights issues
• Corporate governance and advisory matters
• Privacy and data protection
• Software development, licence, escrow, and maintenance and support agreements
• Strategic IT procurement and outsourcing arrangements, project and other services agreements

Key Contacts: Kerry Morrow, Ben Hughes, Jessica Teoh and Daniel Harris

We assist clients with their everyday commercial operational legal requirements. A number of our senior lawyers have performed legal secondment roles with clients or have held in-house legal roles. Our breadth of corporate, project and regulatory experience enables us to efficiently advise on all aspects of contracting and operations.

We advise across a broad range of sectors, including advanced manufacturing, higher education, bioscience, energy and resources, space and technology, defence, retirement villages, community housing and land lease communities.

Our work includes:

• Negotiating, drafting and interpreting many forms of contract, including procurement, distribution, supply and logistics arrangements
• Advice on standard terms and conditions and procurement and sourcing strategies
• Regulatory advice
• Advice on the impact of the Personal Property Securities Act including drafting terms and conditions and PPSR registrations

Key Contacts: Ben Hughes, Anita Caruso and Daniel Harris

We assist universities and their controlled entities to manage the broad spectrum of matters – academic, research and commercial – that universities encounter. We understand the business of universities, including the challenges that universities face, and can provide industry specific legal advice.

We advise on:

• Property and major projects, including funding and financing arrangements, ownership and structuring and preparation, negotiation and administration of all project documents
• Collaborations, joint ventures and partnerships involving multiple universities
• Strategic, legal, corporate and commercial aspects of commercialisations
• Corporate governance issues encountered by university councils (and committees) and by boards of university controlled entities

Key Contacts: Philip Laity, Kerry Morrow and Jessica Teoh

We assist borrowers, sponsors and financial institutions with a broad range of complex, sensitive and significant financing transactions.

We advise on:

• Syndicated, club and bilateral lending
• Corporate finance
• Limited recourse project finance and reserve based lending
• Property and construction finance
• Asset finance
• Related intercreditor and priority arrangements with financiers

We also regularly act as agents for national and international law firms without a South Australian presence in relation to the South Australian law aspects of major financing transactions.

Key Contacts: Philip Laity, Jessica Teoh and Daniel Harris

We have advised a variety of agribusiness entities across many sub-sectors, including wine, livestock, olive groves and almonds.

We advise on:

• Structuring and restructuring, including in respect of land, infrastructure and water assets
• Agribusiness mergers, acquisitions and divestments
• Distribution and supply terms and conditions
• Property transactions
• Regulatory legislation and liaising with Government departments and regulatory authorities

Key Contacts: Kerry Morrow and Anita Caruso